<PAGE>
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]Preliminary Proxy Statement
[ ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SILICONIX INCORPORATED
(Name of Registrant as Specified In Its Charter)
SILICONIX INCORPORATED
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)Title of each class of securities to which transaction applies:
- -------------------------------------------------------
(2)Aggregate number of securities to which transaction applies:
- -------------------------------------------------------
(3)Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
- -------------------------------------------------------
(4)Proposed maximum aggregate value of transaction:
- -------------------------------------------------------
(5)Total fee paid:
- -------------------------------------------------------
[ ]Fee paid previously with preliminary materials.
[ ]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
----------------------
(2)Form, Schedule or Registration Statement No.:
- --------------------------------------------------
(3)Filing Party:
--------------------------------
(4)Date Filed:
----------------------------------
<PAGE>
SILICONIX
A Member of the TEMIC Group
2201 Laurelwood Road
Santa Clara, California 95054
April 15, 1996
Dear Shareholder:
We are pleased to invite you to attend the 1996 Annual Meeting of
Shareholders of Siliconix incorporated, which will be held in the main
auditorium at the Company's corporate headquarters, 2201 Laurelwood Road, Santa
Clara, California, on Thursday, May 30, 1996, at 1:00 p.m. California time.
The Annual Report for the year 1995 is enclosed. At the shareholders'
meeting, we will discuss in more detail the subjects covered in the Annual
Report as well as other matters of interest to shareholders.
The enclosed Proxy Statement explains the items of business to come formally
before the meeting. As a shareholder, it is in your best interest to express
your views regarding these matters by signing and returning your proxy. This
will ensure the voting of your shares if you do not attend the meeting.
Whether or not you plan to attend the meeting, please sign the proxy card and
return it promptly in the enclosed envelope. It requires no stamp if mailed in
the United States. You may revoke any proxy you give at any time before it is
exercised at the meeting.
Sincerely yours,
/s/ R. J. Kulle
Richard J. Kulle
President and Chief Executive Officer
<PAGE>
SILICONIX
A Member of the TEMIC Group
2201 Laurelwood Road
Santa Clara, California 95054
----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 30, 1996
----------------------------------------
TO THE SHAREHOLDERS OF SILICONIX INCORPORATED:
Notice is hereby given that the Annual Meeting of Shareholders of Siliconix
incorporated will be held in the main auditorium at the Company's corporate
headquarters, 2201 Laurelwood Road, Santa Clara, California, on Thursday, May
30, 1996, at 1:00 p.m. California time, for the following purposes:
1. To elect directors for the ensuing year.
2. To ratify the appointment of KPMG Peat Marwick LLP as the
Company's auditors for the fiscal year ending December 31,
1996.
3. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors intends to nominate as directors those individuals
listed in the attached Proxy Statement under the heading "Nominees." April 11,
1996 has been fixed as the record date for the determination of shareholders
entitled to vote at the Annual Meeting and to receive notice thereof.
BY ORDER OF THE BOARD OF DIRECTORS
David M. Achterkirchen
Secretary
Santa Clara, California
April 15, 1996
Please date, sign and return the enclosed proxy in the enclosed envelope.
If you plan to attend in person, please indicate this by checking the space
provided on the proxy.
<PAGE>
----------------------------
P R O X Y S T A T E M E N T
----------------------------
A N N U A L M E E T I N G O F S H A R E H O L D E R S O F
S I L I C O N I X I N C O R P O R A T E D
M A Y 3 0 , 1 9 9 6
SOLICITATION AND VOTING RIGHTS
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of your proxy for use at the Annual Meeting of Shareholders
on Thursday, May 30, 1996 at 1:00 p.m., and at all adjournments thereof, for the
purposes set forth in the attached Notice of Annual Meeting of Shareholders.
This Proxy Statement is first being distributed to shareholders on approximately
April 22, 1996. The Company will pay all expenses incurred in connection with
this solicitation, including postage, printing, handling and the actual expenses
incurred by brokerage houses, custodians, nominees and fiduciaries in forwarding
proxy material to beneficial owners.
The Company, a corporation existing and organized under the laws of the State
of Delaware, has one class of equity securities issued and outstanding,
consisting of 9,959,680 shares of common stock, $0.01 par value (the "Common
Stock"). All of the shares of Common Stock are voting shares, but only those
shareholders of record as of the record date, April 11, 1996, will be entitled
to notice of and to vote at the meeting and at any and all postponements or
adjournments of the meeting. The presence in person or by proxy of the holders
of a majority of the outstanding shares of Common Stock entitled to vote at the
meeting will constitute a quorum for the purpose of transacting business at the
meeting.
Each shareholder is entitled to one vote for each share of Common Stock held
by such shareholder of record on each matter which may come before the
meeting. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business. In matters other than the election of directors, abstentions are
counted as votes against in tabulations of the votes cast on proposals to the
shareholders, votes withheld have no legal effect and broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised. Proxies may be revoked by giving
written notice to the Secretary of the Company and the issuance of a subsequent
proxy will revoke any prior proxy even though written notice of revocation is
not given.
The "Company" and "Siliconix incorporated" refer to Siliconix incorporated, a
Delaware corporation, or the predecessor California corporation of the same
name.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting of Shareholders to be held on Thursday, May 30, 1996,
the Company will present a slate of six nominees for election to the Board of
Directors. Except as hereinafter stated, management will vote the shares
represented by the enclosed proxy for the six nominees to the Board of Directors
named below, unless indication to the contrary is marked thereon. In the event
of the death, disqualification, or refusal or inability of any of such nominees
to serve, it is the intention of the persons named in the enclosed proxy to vote
for the election of such other person or persons as the persons named in the
enclosed proxy determine in their discretion. The Board of Directors has no
reason to believe that such nominees will be unable or will decline to serve if
elected.
NOMINEES The following sets forth the name, age and principal occupation of
each nominee, his position with the Company and business experience during the
past five years, and the year each was first elected a director of the Company.
1
<PAGE>
- --------------------------------------------------------------------------------
Nominee Age Business Experience During Past Five Years
- --------------------------------------------------------------------------------
Hanspeter Eberhardt 59 Senior Vice President of the Semiconductor
Division of TEMIC TELEFUNKEN microelectronic
GmbH (since 1993); Division Director of TEMIC
TELEFUNKEN microelectronic GmbH (1992-1993);
Director of the Semiconductor Division
(Microelectronics) of TELEFUNKEN electronic
GmbH (1989-1992); director of Siliconix since
1991.
Richard J. Kulle 51 Chairman of the Discrete Components Division
of the Semiconductor Division of TEMIC
TELEFUNKEN microelectronic GmbH (since 1996)
and President and Chief Executive Officer of
Siliconix incorporated (since 1990); Vice
President, Operations of the Semiconductor
Division of TEMIC TELEFUNKEN microelectronic
GmbH (1993-1996); director of Siliconix since
1990.
Frank Maier 58 Member of the Board of Management of AEG
Aktiengesellschaft (since 1989) and President
and Chief Executive Officer of TEMIC
TELEFUNKEN microelectronic GmbH (since 1992);
President and Chief Executive Officer of
TELEFUNKEN electronic GmbH (1984-1992);
director of Siliconix since 1988.
Gustav Muhlschlegel 55 Executive Vice President, Finance and
Controlling, of TEMIC TELEFUNKEN
microelectronic GmbH (since 1992); Vice
President, Mergers and Acquisitions, of
Daimler-Benz AG (1990-1992); director of
Siliconix since 1995.
Robert L. Wehrli 74 Business and technical consultant (since
1980); director of PECO Controls and
Chronometry, Ltd.; director of Siliconix
since 1981.
Peter Westrick 62 President and Chief Executive Officer of AEG
Corporation (since 1992); President and Chief
Executive Officer of AEG France S.A. (1979-
1992); director of Siliconix since 1993.
- --------------------------------------------------------------------------------
DIRECTORS' MEETINGS AND COMMITTEES The Board of Directors met four times in
person in 1995 and took action by unanimous written consent on one occasion in
that year. Each director attended at least 75% of the meetings of the Board of
Directors and of the committees, if any, of which he was a member.
The Audit Committee of the Board of Directors, consisting of Messrs. Kulle,
Maier and Wehrli, met once in 1995. The principal functions of that committee
were to select a firm of independent certified public accountants to perform an
audit of the Company's financial statements; to review, in consultation with the
independent auditors, the scope and results of and the compensation for such
audit, together with any non-audit services performed by them; to review the
Company's accounting policies and any changes thereof; and to consult with the
independent auditors and Company management, separately as appropriate, with
regard to the adequacy of the Company's internal controls.
The Compensation Committee of the Board of Directors, consisting of Messrs.
Kulle, Maier and Wehrli, met four times in person in 1995. Its principal
functions were to make recommendations to the Board of Directors as to
remuneration arrangements, including bonuses, for officers and other employees.
See also "Report of Compensation Committee" below.
The Board of Directors has no standing Nominating Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES.
2
<PAGE>
SECURITY OWNERSHIP
The following table shows the amount of Common Stock of the Company
beneficially owned, as of April 11, 1996, by the only person who to the
knowledge of the Company is the beneficial owner of more than 5% of the
outstanding Common Stock of the Company. Such person has sole investment and
voting power with respect to the shares shown.
- --------------------------------------------------------------------------------
Name and Address of Beneficial Owner Amount Beneficially Owned Percent of Class
- --------------------------------------------------------------------------------
AEG Capital Corporation 8,010,000 80.4%
Mt. Airy Corners III
180 Mt. Airy Rd.
Basking Ridge, NJ 07920
- --------------------------------------------------------------------------------
The following table shows the number and percentage of shares of Common Stock
beneficially owned, as of April 11, 1996, by (i) each current director and
nominee for director, (ii) each executive officer named in the compensation
table below under "Compensation of Officers and Directors" and (iii) all
directors and executive officers as a group. Each person has sole investment
and voting power with respect to the shares shown.
- --------------------------------------------------------------------------------
Name of Beneficial Owner Amount Beneficially Owned Percent of Class
- --------------------------------------------------------------------------------
Hanspeter Eberhardt 0 0
Richard J. Kulle 32,333 (*)
Frank Maier 1,479 (*)
Gustav Muhlschlegel 0 (0)
Robert L. Wehrli 3,068 (*)
Peter Westrick 1,900 (*)
King Owyang 3,583 (*)
Jurgen Biehn 2,000 (*)
G. Thomas Simmons 0 (0)
All directors and executive 44,363 (*)
officers as a group (nine persons)
- --------------------------------------------------------------------------------
(*)Less than 1%.
3
<PAGE>
COMPENSATION OF OFFICERS AND DIRECTORS
The following table shows, as to the Chief Executive Officer and each of the
three other most highly compensated executive officers whose salary plus bonus
for 1995 exceeded $100,000, information concerning compensation paid for
services to the Company in all capacities during the fiscal year ended December
31, 1995, as well as the total compensation paid to each such individual for the
Company's previous two fiscal years (if such person was the Chief Executive
Officer or an executive officer, as the case may be, during any part of such
fiscal year).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-term
Name and Principal Position Year Salary Bonus Other Annual Compensation All Other
Compensation LTIP Payouts Compensation(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard J. Kulle 1995 $ 392,491(2) $ 198,907 $ 329,622(3) $ 180,125 $ 49,323
President and Chief 1994 $ 395,380 $ 153,557 (4) $ 0 $ 26,229
Executive Officer 1993 $ 324,873 $ 277,295 (4) $ 0 $ 21,818
King Owyang 1995 $ 283,067 $ 200,619 $ 172,206(5) $ 80,500 $ 35,581
Executive Vice President 1994 $ 270,576 $ 92,618 (4) $ 0 $ 18,713
1993 $ 260,034 $ 113,000 (4) $ 0 $ 16,365
Jurgen Biehn 1995 $ 228,760 $ 176,514 $ 192,049(6) $ 73,550 $ 1,728
Chief Financial Officer 1994 $ 231,900 $ 72,083 (4) $ 0 $ 0
1993 $ 187,914 $ 148,981 (4) $ 0 $ 0
G. Thomas Simmons 1995 $ 243,881 $ 143,869 (4) $ 0 $ 31,012
Vice President, Marketing 1994(7) $ 58,803 $ 15,578 (4) $ 0 $ 2,826
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company does not have any stock option or stock purchase plans.
All Other Compensation includes Company contributions to the individuals'
respective Tax Deferred Savings Plan and Profit Sharing Plan accounts, and
payment by the Company of group term life insurance premiums on their
behalf. In 1995 these amounts were--Kulle: TDSP, $9,240; PSP, $38,355;
insurance, $1,728; Owyang: TDSP, $8,238; PSP, $25,615; insurance, $1,728;
Biehn: insurance, $1,728; and Simmons: TDSP, $6,995; PSP, $21,317;
insurance, $2,700.
(2) This amount includes $39,232 of compensation for accrued but unused
vacation time.
(3) This amount includes $90,000 of forgiven real estate loans and
$199,958 paid for reimbursement of income taxes for 1995 and prior years.
(4) Other Annual Compensation includes amounts paid for car allowances,
reimbursement of certain medical expenses and income taxes, and other
personal benefits. In these cases, the amounts totaled less than the
lesser of (i) 10% of each officer's salary plus bonus for the year or (ii)
$50,000.
(5) This amount includes $62,000 of forgiven real estate loans and
$95,663 paid for reimbursement of income taxes for 1995 and prior years.
(6) This amount includes $69,572 paid for reimbursement of income taxes
for 1995 and prior years.
(7) Mr. Simmons joined the Company in October 1994.
The following table shows, as to the Chief Executive Officer and each of the
three other executive officers named in the Summary Compensation Table above,
information concerning awards granted under the Company's long-term incentive
plan (the Key Professional Performance Unit Plan) in the fiscal year ended
December 31, 1995.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Estimated Future Payouts under Non-Stock Price-Based Plans
Name Number of Performance or Other Period Threshold Target Maximum
Performance Units Until Maturation or Payout
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard J. Kulle 1,245.5 1995-1997 $ 62,125 $ 124,250 $ 186,375
King Owyang 550.0 1995-1997 $ 27,500 $ 55,000 $ 82,500
Jurgen Biehn 407.2 1995-1997 $ 20,360 $ 40,720 $ 61,080
G. Thomas Simmons 450.0 1995-1997 $ 22,500 $ 45,000 $ 67,500
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
<PAGE>
Participation in the Key Professional Performance Unit Plan is limited to 37
key employees who may be expected to have a substantial opportunity to influence
the performance of the Company. The plan provides for cash bonuses to be paid
to the participants. The amount paid to any participant in the plan is a
measure of the extent to which specified corporate objectives are achieved over
a three-year period, beginning in the year in which the award of performance
units is made. The corporate objectives consist of the attainment of goals
relating to one or more of the following performance measures: (1) bookings, (2)
revenues, (3) earnings before taxes, (4) return on net assets, (5) return on
equity, (6) shareholder return and (7) net revenue per employee. The
Compensation Committee will determine the target level of performance that must
be achieved with respect to each performance goal in order for that performance
goal to be considered attained.
PENSION CONTRACTS In January 1995, TEMIC TELEFUNKEN microelectronic GmbH, an
affiliate of the Company, granted a Pension Contract to Mr. Kulle. Under the
terms thereof, Mr. Kulle's benefits at the normal retirement age of 65 are
determined by the "Pension Group" to which he has been assigned and his years of
service. Based on Mr. Kulle's current Pension Group, he would be entitled to an
annual pension of approximately $27,200 at age 65.
Mr. Biehn also has a Pension Contract, granted by AEG AG, another affiliate
of the Company. Mr. Biehn's benefits at retirement under this Pension Contract
are not presently determinable; however, as his current employer, the Company
contributed $5,802 to Mr. Biehn's AEG AG pension account for 1995.
DIRECTORS' COMPENSATION During 1995, the Chairman of the Board received a
$3,500 quarterly retainer plus $1,500 for each directors' meeting attended, and
each other non-employee director received a $2,250 quarterly retainer plus
$1,000 for each directors' meeting attended. The Company reimburses directors
who are not employees of the Company or any affiliated corporation the expenses
incurred by them in attending Board and committee meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the
Compensation Committee of the Company's Board of Directors are Messrs. Kulle,
Maier and Wehrli. Mr. Kulle is the President and Chief Executive Officer of the
Company. Messrs. Maier and Wehrli are non-employee directors.
REPORT OF COMPENSATION COMMITTEE
The Board of Directors has delegated responsibility for determining executive
pay to a Compensation Committee. During 1995, this committee consisted of three
Board members, Messrs. Kulle, Maier and Wehrli. Mr. Kulle was the only employee
director of this Committee, and he was excused from any discussion involving his
own compensation or benefits.
The responsibilities of the Compensation Committee are:
- Establish salary levels for all executives of the Company
- Administer the Company's Key Professional Incentive Bonus Plan
- Administer the Company's Key Professional Performance Unit
Plan
- Administer the Company's Qualified Retirement Plan
- Establish general wage increase targets for each fiscal year
- Recommend and/or approve all special bonuses or awards
The Compensation Committee met concurrently with each meeting of the full
Board in 1995.
5
<PAGE>
EXECUTIVE COMPENSATION GENERALLY Executives of the Company are compensated by
base salary and annual cash incentives (under the Key Professional Incentive
Bonus Plan, the Key Professional Performance Unit Plan and otherwise), as well
as other benefits generally offered to executives by large corporations, such as
car allowances and reimbursement of certain expenses. The amount paid to any
participant in the Key Professional Incentive Bonus Plan is a measure of two
performance components, (i) achievement of corporate objectives, which consist
of several components and will be identical for all participants in the plan,
and (ii) achievement of personal goals, which will be unique for each individual
participant. If a target objective is not met, its influence on the awards to
be made is eliminated and the bonus pool is correspondingly reduced. The amount
paid to any participant in the Key Professional Performance Unit Plan depends on
the achievement of corporate objectives over a three-year period. These
objectives consist of several components. If a target objective is not met, its
influence on the awards to be made is eliminated and the bonus pool is
correspondingly reduced.
The Compensation Committee evaluates both Company and individual executive
performance against the Company's plan for the year and surveys like industry
practices at each facility location. Performance against plan is the easiest
measure to use since the Company prepares a three-year plan each year. The
general Company performance, as well as individual performance, is used to
establish relative contribution for each executive.
The more difficult task in determining executive compensation is determining
levels relative to like industry practices within the community. The Company
contracts with a local compensation consulting firm each year in order to
determine low, average and high compensation levels for each executive position.
These relative numbers include such factors as company location, company size,
individual responsibilities and other executive benefits. The consulting firm's
reports include salaries, bonuses and total compensation for each measured
period. These reports are then used by the Compensation Committee to determine
appropriate salary changes and bonuses for the current year. The reports are
used also to inform the full Board of Directors of relative compensation levels.
Executive salaries are typically adjusted effective January 1 of each year.
Cash compensation is the primary tool that the Company can use to attract and
hold outstanding executives. Siliconix no longer has stock option or
purchase plans of any kind, and since the Northern California community, in
which most of the Company's senior personnel are located, is very accustomed to
generous stock option plans, the Board of Directors as well as the Compensation
Committee is aware that the Company must maintain salaries and bonuses at the
upper end of community levels if Siliconix is to maintain its capable staff. It
is the Company's policy to pay its personnel at no less than the 75th percentile
of compensation of comparable personnel in the Silicon Valley.
1995 COMPENSATION OF THE PRESIDENT AND CEO Mr. Kulle's base salary for 1995 was
determined largely in accordance with the principles described above. In 1994,
the Company achieved a 15% sales increase, to $196.5 million, and a 47% increase
in net income, to $10.6 million. These results fully met the 1994 plan. The
Compensation Committee considered other factors as well in determining Mr.
Kulle's base salary for 1995; for example, in 1995 Mr. Kulle had responsibility
not only for Siliconix, but also for the worldwide semiconductor operations of
"TEMIC," the microelectronics enterprise within the Daimler-Benz Group.
While it may appear that Mr. Kulle is performing services for other members
of TEMIC without compensation, there are countervailing considerations. For
example, the sales force that handles Siliconix products is under the direction
of TEMIC. In addition, Siliconix has received assistance from employees of
other members of TEMIC in the coordination of its marketing, research and
development and design tools activities. Accordingly, Siliconix is well
compensated for Mr. Kulle's work on behalf of other members of TEMIC.
Another consideration was that the Board of Directors adopted a very
aggressive revenue and profit plan for 1995, and Mr. Kulle supported that plan
completely. Based on the foregoing, therefore, the Committee felt it was
appropriate to compensate Mr. Kulle at the upper end of base salary levels for
Presidents and CEOs generally, based upon the report of the Company's
compensation consultants.
Mr. Kulle's bonuses under the Key Professional Incentive Bonus Plan and the
Key Professional Performance Unit Plan reflected both 100% achievement of his
personal goals for 1995, as well as the Company's exceeding all of its corporate
objectives. The bonuses were determined in accordance with the formulas
mandated by the respective plans.
Submitted by the Compensation Committee: Richard J. Kulle, Frank Maier,
Robert L. Wehrli
6
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following graph shows a five-year comparison of cumulative total
stockholder returns for the Company, the NASDAQ Market Index and a peer group of
56 companies in high technology industries. Historic stock price performance is
not necessarily indicative of future stock price performance, and any comparison
or statement made in this analysis should not be considered a recommendation or
comment relative to the purchase or sale of the Company's stock.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS(*)
[GRAPH]
<TABLE>
<CAPTION>
Cumulative Total Return
---------------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
<S> <C> <C> <C> <C> <C> <C>
Siliconix Inc SILI 100 130 300 270 495 1480
NASDAQ STOCK MARKET--US INAS 100 161 187 215 210 296
S & P HIGH TECH COMPOSITE IHTC 100 114 119 146 170 245
</TABLE>
* Assumes $100 invested on December 31, 1990. Assumes dividends reinvested
CERTAIN TRANSACTIONS
In 1991, the Company retired all bank borrowings and certain other
indebtedness and repurchased $6,972,000 in principal amount of its
Guaranteed Floating Rate Subordinated Notes. The funds used for these purposes
were obtained from AEG Aktiengesellschaft, an affiliated corporation, through
loans of $15,000,000 at 7.875% and $18,500,000 at LIBOR plus 0.25%. In 1992,
$1.07 million of interest was added to the outstanding principal amount. The
current principal amount of $34.57 million is owed to Daimler-Benz Capital,
Inc., an affiliated corporation, bears interest at a floating rate equal to
another affiliated corporation's cost of securing commercial paper, 5.8% at
December 31, 1995, and is due in 1999.
7
<PAGE>
In 1994, the Company loaned Richard Kulle, President and Chief Executive
Officer, $400,000 to assist Mr. Kulle in the purchase of a new home. Of the
principal amount, $40,000 was forgiven in each of 1995-1996 and $40,000 will be
forgiven in each of 1997-2004, provided Mr. Kulle remains employed by Siliconix
during that period. Later in 1994, the Company loaned Mr. Kulle an additional
$250,000, payable in 1999. Of this amount, $50,000 was forgiven in 1995. The
principal amount outstanding from time to time on these loans bears interest at
a floating rate that approximates the Company's cost of money, currently between
5% and 6% per annum. Interest on these loans was forgiven in 1995. In 1995,
the Company loaned Mr. Kulle $400,000 for personal expenses. Of this amount,
$300,000 remains outstanding.
In 1988, the Company loaned $150,000 to King Owyang, Executive Vice
President, without interest, in connection with Dr. Owyang's relocation and
employment by the Company. Of this amount, $100,000 was repaid, $28,000 was
forgiven in 1994 and $22,000 was forgiven in 1995. In 1993 and 1994, the
Company loaned an additional $250,000 to Dr. Owyang. Of this amount, $40,000
has been forgiven in each of 1995 and 1996, $40,000 will be forgiven in each of
1996-1998 and $50,000 will be forgiven in 1999, provided Dr. Owyang remains
employed by Siliconix during that period. In 1995, the Company loaned Dr.
Owyang $80,000 for personal expenses. Of this amount, $30,000 remains
outstanding.
In 1993, the Company loaned Jurgen Biehn, Vice President and Chief Financial
Officer, $300,000 to assist Mr. Biehn in the purchase of a new home. Of this
amount, $30,000 has been forgiven in each of 1994-1996 and $30,000 will be
forgiven in each of 1996-2002, provided Mr. Biehn remains employed by Siliconix
during that period. The principal amount outstanding from time to time bears
interest at a floating rate that approximates the Company's cost of money,
currently between 5% and 6% per annum. Interest on this loan was forgiven in
1995.
In 1994, the Company loaned $50,000 to G. Thomas Simmons, Vice President,
Marketing, in connection with Mr. Simmons's relocation and employment by the
Company. Of this amount, $16,667 was forgiven in 1995 and $16,666 and $16,667
will be forgiven in 1996 and 1997, respectively, provided Mr. Simmons remains
employed by Siliconix during that period. In 1995, the Company loaned an
additional $150,000 Mr. Simmons, to assist Mr. Simmons in the purchase of a new
home. Of this amount, $30,000 was forgiven in 1996 and $30,000 will be forgiven
in each of 1996-1999, provided Mr. Simmons remains employed by Siliconix during
that period. The principal amount outstanding on these loans from time to time
bears interest at a floating rate that approximates the Company's cost of money,
currently between 5% and 6% per annum. Interest on the first loan was forgiven
in 1995; no interest payment was due in 1995 on the second loan.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The independent certified public accountants for the Company for the fiscal
year ended December 31, 1995 were KPMG Peat Marwick LLP. The Company's Board of
Directors has also appointed KPMG Peat Marwick LLP as the Company's independent
certified public accountants for the fiscal year ending December 31, 1996.
Representatives of KPMG Peat Marwick LLP will be present at the Annual Meeting
and will have the opportunity to make a statement if they desire to do so or to
respond to appropriate questions from shareholders.
Shareholder ratification of the selection of KPMG Peat Marwick LLP as the
Company's independent public accountants is not required by the Company's Bylaws
or otherwise. However, the Board is submitting the selection of KPMG Peat
Marwick LLP to the shareholders for ratification as a matter of good corporate
practice. If the shareholders fail to ratify the selection, the Audit Committee
and the full Board will consider whether to retain that firm. Even if the
selection is ratified, the Audit Committee and the Board in their discretion may
direct the appointment of a different independent public accounting firm at any
time during the year if they determine that such a change would be in the best
interests of the Company and its shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
8
<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by the Company at its principal
offices not later than December 27, 1996 in order for them to be considered for
inclusion in the Company's Proxy Statement with respect to the 1997 Annual
Meeting. No such proposals were received with respect to the 1996 Annual
Meeting.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES AND EXCHANGE ACT OF 1934
Directors and executive officers are required to comply with section 16 of
the Securities and Exchange Act of 1934, which requires generally that such
persons file reports on Form 4 with the Securities and Exchange Commission on or
before the tenth day of the month following any month in which they engage in
any transaction in the Company's Common Stock. King Owyang and Peter Westrick
each filed one Form 4 late with respect to transactions that occurred in the
fiscal year ended December 31, 1995. Each late Form 4 reflected one transaction
in the Company's Common Stock.
ANNUAL REPORT (FORM 10-K)
Upon receipt of a written request from any shareholder, the Company will
provide such shareholder, without charge, a copy of the Company's Annual Report
to the Securities and Exchange Commission on Form 10-K for the fiscal year ended
December 31, 1995, including the financial statements and the schedule thereto.
Shareholders desiring a copy of Form 10-K should send their written request to
the Secretary, Siliconix incorporated, 2201 Laurelwood Road, Santa Clara,
California 95054. If a shareholder making such a request is not a record owner
of the Company's Common Stock, the request of such shareholder must contain a
good-faith representation that, as of April 11, 1996, such shareholder was a
beneficial owner of Common Stock.
MISCELLANEOUS
The only business which the Board of Directors intends to present to the
meeting is the election of a Board of Directors for the ensuing year and the
ratification of the Company's accountants for the current year. The Board of
Directors is not aware at the time of solicitation of the enclosed proxy of any
other matter which may be presented for action at the meeting. In the event
that any other matter should come before the meeting for action, management will
vote the enclosed proxy in such manner as the named proxies determine in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
David M. Achterkirchen
Secretary
April 15, 1996
9
<PAGE>
SILICONIX INCORPORATED
--------------------
ANNUAL MEETING OF SHAREHOLDERS
MAY 30, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints and constitutes Richard J. Kulle and Frank
Maier, or either of them, as proxies, each with full power of substitution, to
represent and to vote, as designated below, all shares of the Common Stock of
Siliconix incorporated held by the undersigned at the Annual Meeting of
Shareholders to be held on Thursday, May 30, 1996, at 1:00 p.m., or at any
adjournment or adjournments thereof, for the following purposes, described in
the Proxy Statement dated April 15, 1996, accompanying the notice of said
meeting:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
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<PAGE>
Please mark
your votes as
indicated in
this example /X/
1. ELECTION OF DIRECTORS.
WITHHOLD
FOR AUTHORITY to vote FOR
all nominees for all nominees all nominees except:
-------------------
/ / / / / /
H. Eberhardt, R. Kulle, F. Maier, G. Muhlschlegel, R. Wehrli, P. Westrick
FOR AGAINST ABSTAIN
2. RATIFICATION OF APPOINTMENT / / / / / /
OF KPMG PEAT MARWICK LLP
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2. RECEIPT IS ACKNOWLEDGED OF THE NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS AND PROXY STATEMENT DATED APRIL 15, 1996 AND THE ANNUAL REPORT
FOR THE YEAR 1995.
I plan to attend the meeting / /
I do not plan to attend the meeting / /
Signature(s) Dated , 1996
------------------------------------------ --------------
Please sign exactly as name appears above. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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